Paytree Anzili Terms of Service

Effective Date: January 31, 2020

Posted Date: January 2, 2020

This page describes the general terms that apply to your use of Anzili. By using our services, you agree to these terms on top of any other terms that apply to a specific service you are using (like Anzili, for example). If you use our services on behalf of your company, your company agrees to them too.

These Merchant Terms of Service (“Terms”) are a legal agreement between you, as a current or prospective customer of Paytree’s services (“you,” “Merchant,” “your”) and Paytree Group Limited (” Paytree,” “we,” “Anzili,” “our” or “us”) and govern your use of Paytree’s services, including Anzili, ecommerce service, delivery service, mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms and that business accepts these terms. By using any of the Services, you agree to these Terms in addition to the Paytree Terms of Service, Paytree eCommerce Terms of Service, Paytree E-Sign Consent, Paytree Payment Terms , and any policies referenced within including our Merchant Policies and Service levels and terms that limit our liability and require individual arbitration for any potential legal dispute, which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use, such as those listed on the Paytree website https://paytreegroup.com, which become part of your agreement with us (collectively, the “Terms”). You should read all of our terms carefully.

Core Service Pack

1. Overview

1. This Core Service Pack sets out the terms on which the Core Services (defined below) will be performed by Anzili for Merchants signing up to the Core Service Pack.

2. In the event of, and only to the extent of, any inconsistency between this Core Service Pack and the Terms, the provisions of the Terms shall prevail (except to the extent expressly set out otherwise in this Core Service Pack).

2. Service description

1. Anzili shall provide to the Merchant the following services in relation to each of the Sites:

1. An ecommerce website on the Anzili platform;

2. facilitation of a real-time ordering process which will enable Customers to place Orders via the merchant website;

3. facilitation of payments via the merchant Anzili website;

4. the Delivery Services; and

5. the Customer Support Services,

(the “Core Services”).

3. Appointment as agent

1. The Merchant appoints Paytree as its agent to solicit Orders in the Territory on the terms of the Agreement and Anzili accepts the appointment on those terms. Paytree is authorised by the Merchant to solicit, promote and conclude contracts for Orders in the name of and on behalf of the Merchant. Incomplete.

2. The Merchant appoints Paytree as its agent to collect Customer payments owed to the Merchant. Paytree shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Merchant. The Merchant acknowledges and represents that where a Customer pays any funds due to the Merchant to Anzili, Paytree shall receive such payment on the Merchant’s behalf and deposit said funds to the merchants Paytree wallet.

2. Software

1. The Software shall at all times remain the property of Anzili. Anzili grants to the Merchant a non-exclusive licence to use the Software for matters appertaining to ecommerce. The Merchant shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, modify or make error corrections to the Software other than with Anzili’s express prior written consent.

2. What we will do

1. In addition to Anzili’s obligations set out at clause 3 of the Terms, Anzili shall use reasonable endeavours to:

1. subject to the payment by the Merchant of any specified the Set-Up Fee:

1. onboard the Merchant onto the Platform. The Merchant acknowledges and agrees that Anzili shall have the right to sub-contract any part of the onboarding process without the Merchant’s consent;

2. facilitate and implement a real-time ordering process which will enable Customers to place Orders on the merchant’s Anzili website;

3. provide the Customer Support Services through a professionally manned telephone call and online support centre which shall be operative during business hours. The Customer Support Services shall be provided in an orderly and efficient manner at no further cost to the Merchant;

4. provide the Delivery Services to the Merchant in relation to each Order; and

5. procure that Riders perform the Delivery Services in a professional manner and with reasonable care and skill.

2. What you will do (Merchant Policies)

1. In addition to the Merchant’s obligations set out in clause 4 of the Terms, the Merchant shall:

1. procure and maintain in force such permits, certificates, registrations, licences and approvals and comply with all Applicable Law, regulations and industry best practices as are applicable to the Merchant in carrying out its obligations in connection with the Agreement;
2. pay to Anzili: (i) all required Fees and subscriptions; (ii) all commissions due to Paytree; and (ii) the Core Service Fees;
3. provide to Anzili all information, materials and assistance as is reasonably required by Anzili in order for Anzili to onboard the Merchant to the Platform, including logos, registration documents, product images;

1. accept and reject Orders (as appropriate and in accordance with the Merchant Service Levels).
2. ensure that Orders are packaged promptly and in accordance with the timescales communicated by the Merchant to the Customer in accordance with the Merchant Service Levels;
3. process and package Orders using reasonable skill, care and diligence and in accordance with best practice in the Merchant’s industry;
4. take into account any information relating to Customer delivery location submitted along with the Order;
5. ensure all Orders are packaged in such packaging as may be determined by the Merchant acting reasonably to avoid tampering, avoid breakage, to minimise spillage and package the Order at an acceptable condition to the customer;
6. ensure that the product images and descriptions:

1. correspond with the descriptions on the Platform (including indications of weight, colour, size and all variables as to specifically identify an item);
2. are not harmful to health or the environment;
3. are not misleading and likely to cause confusion to the customer at the point of purchase;
4. are safely, securely and otherwise appropriately packaged at all times (including as reasonably required to withstand the delivery process, if applicable to the Core Services); and

2. ensure that each Order number on the Order packaging corresponds with the Order number indicated on the merchant’s Anzili website before the Order is handed over to the relevant Rider;
3. provide each Customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the Customer so requests; and
4. provide prompt assistance to Anzili to enable Anzili to participate in and/or respond to any investigation, enquiry or information request relating to the items for sale or any other matter relating to the Merchant by any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body.

2. Anzili Service Levels

1. Anzili shall use reasonable endeavours to ensure: that the purchased items are delivered within 4 hours of the Target Delivery Time for at least 70% of all deliveries of Orders; and that the Platform shall be available to the Merchant and
2. Customers no less than 98% of the time (calculated over a period of one calendar month), except for any scheduled downtime which has been notified to the Merchant by Anzili in advance.

2. Merchant service levels

1. The Merchant shall use reasonable endeavours to: 1. reject less than 1% of all Orders received through the Platform (which shall exclude issues caused by errors in the Platform or otherwise caused by Anzili);
2. ensure that the relevant purchased products are available for collection by Riders at the Site(s) within 10 (ten) minutes of notification by the rider (the "Pick Up Time" ). In any event the Merchant shall ensure that the time for which a Rider may have to wait at the Site(s) (“Rider Held Time”) to pick up an Order shall be no longer than 5 minutes. The Rider Held Time shall be measured from the Pick Up Time (or if later, the time at which the Rider actually arrives at the relevant Site and notifies the relevant Merchant staff of their arrival) to the time at which the Order is provided to the Rider by the Merchant for delivery to the Customer.

Shared service levels

1. The parties shall use reasonable endeavours to ensure that the Merchant Rating of products remains at no less than 80% or 4.5 stars per as total computed average on all products during the Term.

2. Fees, pricing and payment

1. In consideration for the Core Services, Anzili shall be entitled to the Core Services Fee. The Core Services Fee and commissions shall be subject to VAT at the prevailing rate. The Merchant shall cooperate with Anzili in order to enable it to comply with its VAT accounting obligations.
2. Anzili may charge the Customer a fee for the Delivery Services, such fee to be determined by Anzili in its absolute discretion from time to time. The Merchant acknowledges and agrees that Anzili shall be entitled to retain such fee for itself and shall have no obligation to account to the Merchant.
3. Anzili may revise its core service fees at its sole discretion with a 30 day notification to the merchant via its website https://anzili.com/ of such action; and,
4. Anzili may revise its sales commissions at its sole discretion with a 30 day notification to the merchant via its website https://anzili.com/ of such action.

1. Liability

1. The Merchant shall be solely responsible and liable for all claims against Anzili by Customers relating to, or arising (directly or indirectly) from or in connection with a breach by the Merchant of paragraph 6. (save, in the case of where, and to the extent applicable, Anzili fails to deliver the purchased and collected goods within one (1) week of collection from the merchant).
2. Anzili shall be solely responsible and liable for any claims by Customers that:

1. the products have been lost or damaged after pick up from the Merchant (except to the extent this arises due to a failure by the Merchant under paragraph 6, to have failed to ensure that the goods are securely and properly packaged according to industry standards, where such determination shall be at the sole discretion of Anzili)); and
2. the products are not at an appropriate freshness for consumption on delivery, as a consequence of having been delivered more than 2 hours after collection from the Merchant (save where, and to the extent that, this is as a result of:

1. the Merchant’s breach of paragraph 6; or
2. the Merchant failing to have any products ready for collection by a Rider in excess of 10 minutes after the designated collection time).

2. Subject to clause 9 of the Terms:

1. Anzili’s total liability to the Merchant, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise arising under or in connection with the Agreement (including in respect of any indemnity) shall not exceed the greater of $5,000 and the amount of the Core Services Fees and commissions paid or payable by the Merchant to Anzili in the 12 months preceding the date of the relevant claim; and
2. the Merchant’s total liability to Anzili:

1. in respect of the indemnities in paragraph 11 and clause 8 of the Terms, shall be unlimited; and
2. in respect of all other liabilities, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise arising under or in connection with the Agreement shall not exceed the greater of $10,000 and the Core Services Fees and commissions paid or payable by the Merchant to Anzili in the 12 months preceding the date of the relevant claim.

2. The Merchant shall indemnify and keep indemnified Anzili against all Losses suffered or incurred in respect of a breach by the Merchant of paragraphs 6 and the matters for which the Merchant is responsible or liable under paragraph 11.
3. Anzili shall indemnify and keep indemnified the Merchant against all Losses suffered or incurred by the Merchant in respect of the matters for which Anzili is responsible or liable under paragraph 11.2, provided that Anzili shall not be liable for any Losses sustained or incurred by the Merchant that arise directly or indirectly from the Merchant’s prevention or delay.
4. If paragraphs 11.1 or 11.2 apply, the Customer may be entitled to compensation from Anzili. The Customer’s eligibility for, and the level of, such compensation shall be determined by Anzili acting reasonably in accordance with the Complaints Matrix. Subject to clause 9 of the Terms, this shall be the Customer’s sole remedy in relation to paragraphs 11.1 and 11.2.

Termination

1. Unless terminated earlier in accordance with clause 11 of the Terms or in accordance with the terms of this Core Service Pack, the Agreement shall continue for the Initial Term and shall automatically extend for successive Extension Terms at the end of the Initial Term and at the end of each Extension Term.

2. In addition to the termination rights of the parties set out in clause 11 of the Terms or this Core Service Pack, without affecting any other right or remedy available to it:

1. Anzili may terminate the Agreement with immediate effect by giving notice to the Merchant: if the Merchant breaches paragraph 4 of this Core Service Pack;

1. if the Merchant breaches paragraph 6. (What You Will Do) of this Core Service Pack; or
2. in accordance with paragraph 13.2 (Force Majeure Event) of this Core Service Pack; and

2. Without affecting any other right or remedy available to it, if the Merchant is in material breach of its obligations under the Agreement at any time, Anzili reserves the right to suspend the provision of the Core Services (in whole or in part). Anzili shall be entitled to maintain the suspension until the Merchant is able to remedy the breach and demonstrate its future ability to comply with the relevant obligation to Anzili’s reasonable satisfaction.

Force majeure

1. If Anzili or the Merchant (as the case may be) is unable to carry out any of its obligations under the Agreement due to a Force Majeure Event, the Agreement shall remain in effect but the obligations in question (and the other party’s corresponding obligations, if any, under the Agreement) shall be suspended for so long as the Force Majeure Event continues or 1 month, whichever is the shorter, provided that:

1. the suspension of the performance is of no greater scope than is necessitated by the Force Majeure Event;
2. the party suffering the Force Majeure Event immediately gives the other party written notice of the occurrence and its expected duration, and continues to furnish regular reports while the Force Majeure Event continues and notifies the other party immediately when it ceases; and
3. that party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the Force Majeure Event.

2. Without affecting any other right or remedy available to it, if a Force Majeure Event continues for more than 1 month, the other party may terminate the Agreement immediately on serving written notice to that effect on the party suffering the Force Majeure Event.

2. Definitions

1. Unless the context otherwise requires, or otherwise specified, capitalised terms used in this Core Service Pack shall have the meaning given to them in Schedule 1 to the Terms. In addition, the following defined terms shall have the following meanings in this Core Service Pack:

• "Core Services Fee" shall be the amount agreed by the Merchant pursuant to the sign-up process, that may include without limit, subscription fees, commissions and fixed fees.
• "Delivery Services" means the delivery of Orders from the Merchant to the Customer by riders provided by Anzili.
• "Extension Term" means a period of 12 months commencing on the day after the end of the Initial Term or the immediately preceding Extension Term (as the context requires).
• "Initial Term" means 12 months.
• "Rider" means the delivery agents authorised by Anzili to carry out the Delivery Services.